Common use of Payment of Cash Consideration Clause in Contracts

Payment of Cash Consideration. (a) At the Effective Time, Purchaser shall deposit with the Depositary, for the benefit of the holders of Limited Voting Shares (other than Kingdom, Foundation and FS Washington) and holders of Four Seasons Options (on behalf of Four Seasons) cash in the aggregate amount equal to the payments contemplated by Sections 3.1(d) and 3.1(h), as the case may be, and Four Seasons shall deposit with the Depositary cash in the aggregate amount equal to the payments contemplated by Section 3.1(b). (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented Limited Voting Shares that were transferred as provided in Sections 3.1(b) or 3.1(h), together with a duly completed Letter of Transmittal and with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the OBCA and the by-laws of Four Seasons, and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor the cash payment (net of amounts required to be withheld pursuant to Section 5.4) which such holder is entitled to receive pursuant to Sections 3.1(b) or 3.1(h), as applicable, and the certificate so surrendered shall forthwith be cancelled. (c) Subject to Section 5.3, Purchaser shall cause the Depositary, as soon as practicable and in any event within · days following the later of the Effective Date and the date of deposit with the Depositary of the documentation as provided in Section 5.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to the holder at the address specified in the Letter of Transmittal; or (ii) if requested by the holder in the Letter of Transmittal, make available at the Depositary for pick-up by the holder; or (iii) if the Letter of Transmittal neither specifies an address nor contains a request as described in Section 5.1(c)(ii), forward or cause to be forwarded by first class mail (postage paid) to the holder at the address of such holder as shown on the share register maintained by or on behalf of Four Seasons as at the Effective Time;

Payment of Cash Consideration. (a) At the Effective Time, Purchaser shall deposit with the Depositary, for the benefit of the holders of Limited Voting Shares (other than Kingdom, Foundation and FS Washington) and holders of Four Seasons Options (on behalf of Four Seasons) cash in the aggregate amount equal to the payments contemplated by Sections 3.1(d) and 3.1(h), as the case may be, and Four Seasons shall deposit with the Depositary cash in the aggregate amount equal to the payments contemplated by Section 3.1(b). (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented Limited Voting Shares that were transferred as provided in Sections 3.1(b) or 3.1(h), together with a duly completed Letter of Transmittal and with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the OBCA and the by-laws of Four Seasons, and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor the cash payment (net of amounts required to be withheld pursuant to Section 5.4) which such holder is entitled to receive pursuant to Sections 3.1(b) or 3.1(h), as applicable, and the certificate so surrendered shall forthwith be cancelled. (c) Subject to Section 5.3, Purchaser shall cause the Depositary, as soon as practicable and in any event within · • days following the later of the Effective Date and the date of deposit with the Depositary of the documentation as provided in Section 5.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to the holder at the address specified in the Letter of Transmittal; or (ii) if requested by the holder in the Letter of Transmittal, make available at the Depositary for pick-up by the holder; or (iii) if the Letter of Transmittal neither specifies an address nor contains a request as described in Section 5.1(c)(ii), forward or cause to be forwarded by first class mail (postage paid) to the holder at the address of such holder as shown on the share register maintained by or on behalf of Four Seasons as at the Effective Time;; a cheque representing the cash payment, if any, payable to such holder of Limited Voting Shares in accordance with the provisions hereof (net of amounts required to be withheld pursuant to Section 5.4). (d) As soon as practicable and in any event within • days following the Effective Date, Purchaser shall cause the Depositary to deliver, on behalf of Four Seasons, to each holder of Four Seasons Options as reflected on the register maintained by or on behalf of Four Seasons in respect of Four Seasons Options, a cheque representing the cash payment, if any, which such holder of Four Seasons Options is entitled to receive pursuant to Section 3.1(d) (net of amounts required to be withheld pursuant to Section 5.4). (e) No holder of Limited Voting Shares (other than Kingdom and FS Washington) shall be entitled to receive any consideration with respect to the Limited Voting Shares, other than the cash payment, if any, which they are entitled to receive in accordance with Sections 3.1(b) and 3.1(h) (net of amounts required to be withheld pursuant to Section 5.4) and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. (f) Until such time as a former holder of the Limited Voting Shares complies with the provisions of Section 5.1(b), the cash payment, if any, to which such holder is entitled (net of amounts required to be withheld pursuant to Section 5.4) shall, subject to Section 5.3, be paid to the Depositary to be held in trust for such holder for delivery to the holder, without interest, upon deposit with the Depositary of the documentation as provided in Section 5.1(b). (g) Until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Date represented Limited Voting Shares that were cancelled or exchanged as provided in Sections 3.1(b) and 3.1(h) shall be deemed at all times after the time which is 5 minutes following the Effective Time or 20 minutes following the Effective Time, respectively, to represent only the right to receive upon such surrender (together with the documentation set forth in Section 5.1(b)) the cash payment which such holder is entitled to receive pursuant to the provisions hereof. (h) On the Effective Date, Purchaser shall cause FSHL to pay Sharp the amount payable pursuant to Section 3.1(n) and in accordance with the Sale of Control Agreement (net of amounts required to be withheld pursuant to Section 5.4).

Payment of Cash Consideration. The Initial Cash Consideration shall be paid as follows: (a) At within three (3) Business Days after the Effective Timedate hereof, in accordance with the Deposit Agreement (the form of which is attached as Exhibit B hereto, (the “Deposit Agreement”), Purchaser shall will deliver to The Bank of New York Trust Company, N.A., as deposit agent (the “Deposit Agent”), Nine Million, Seven Hundred and Seventy Thousand Dollars ($9,770,000) (such amount, together with the Depositaryinterest and income thereon, for the benefit “Deposit Amount”), to be held in an interest-bearing account by the Deposit Agent and to be distributed in accordance with the terms of the holders of Limited Voting Shares (other than Kingdom, Foundation and FS Washington) and holders of Four Seasons Options (on behalf of Four Seasons) cash in the aggregate amount equal to the payments contemplated by Sections 3.1(d) and 3.1(h), as the case may be, and Four Seasons shall deposit with the Depositary cash in the aggregate amount equal to the payments contemplated by Section 3.1(b).Deposit Agreement; (b) Upon surrender subject to any requirements to make local payments under applicable Law, at the Depositary for cancellation Closing, Purchaser shall pay, by wire transfer of a certificate which immediately available funds in Dollars to an account or accounts designated by Seller (such designation to be made in writing at least two Business Days prior to the Effective Time represented Limited Voting Shares that were transferred as provided in Sections 3.1(b) or 3.1(hClosing Date), together with a duly completed Letter of Transmittal and with such other documents and instruments as would have been required the Initial Cash Consideration, less (i) $10,000,000 to effect be delivered to the transfer of Escrow Agent pursuant to Section 3.4(b) to fund Seller’s obligations pursuant to Article XI (the shares formerly represented by such certificate under “Indemnity Escrow”); (ii) the OBCA and the by-laws of Four Seasons, and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor the cash payment Deposit Amount; (net of iii) any amounts required to be withheld pursuant in accordance with Section 3.2(a) in respect of any Deferred Local Closing, which shall be delivered to the Escrow Agent in accordance with Section 5.43.2(a); (iv) the amount to be withheld in accordance with Section 3.2(b), (the “India Escrow”) which such holder is entitled shall be delivered to receive pursuant the Escrow Agent in accordance with Section 3.2(b); (v) Seven Million Eight Hundred Twenty Five Thousand Dollars ($7,825,000) (the “Purchase Price Adjustment Escrow”) which shall be delivered to Sections 3.1(bthe Escrow Agent in accordance with Section 2.4; and (vi) Two Million, Two Hundred Thousand Dollars ($2,200,000) to be withheld in accordance with Section 10.3 (the “Pensions Funding Adjustment Escrow”) which shall be delivered to the Escrow Agent in accordance with Section 3.4(b). If any requirements of Law require that any portion of the Initial Cash Consideration payable to Seller or 3.1(h), as applicable, and the certificate so surrendered shall forthwith any of its Selling Affiliates must be cancelled. (c) Subject to Section 5.3paid in a currency other than United States Dollars, Purchaser shall cause the Depositary, as soon as practicable and in any event within · days following the later of the Effective Date and the date of deposit with the Depositary of the documentation as provided in Section 5.1(b), to: (i) forward or cause its relevant Designated Affiliate to be forwarded by first class mail (postage paid) to the holder pay at the address specified Closing, by wire transfer of immediately available funds in such other currency, such portion based on the exchange rate as published in the Letter of Transmittal; or (ii) if requested by the holder in the Letter of Transmittal, make available at the Depositary for pick-up by the holder; or (iii) if the Letter of Transmittal neither specifies an address nor contains a request as described in Section 5.1(c)(ii), forward or cause to be forwarded by first class mail (postage paid) to the holder at the address of such holder as shown Wall Street Journal on the share register maintained by or on behalf of Four Seasons as at Business Day immediately preceding the Effective Time;Closing Date.